NOW 8-K: Smart Summary

On May 15, 2026, ServiceNow, Inc. completed an offering of $4,000,000,000 aggregate principal amount of senior unsecured notes in five series, issued pursuant to an Underwriting Agreement dated May 12, 2026 and an Indenture (Base Indenture plus First Supplemental Indenture) dated May 15, 2026 with U.S. Bank Trust Company, National Association as trustee.

• Underwriting Agreement — ServiceNow, Inc. and Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC as representatives of the several underwriters listed in Schedule II; dated May 12, 2026; governs the purchase and sale of $4,000,000,000 aggregate principal amount of Notes at the purchase prices set forth in Schedule I; closing date May 15, 2026 at 10:00 a.m. ET at 900 Middlefield Road, Redwood City, California 94063; Company indemnifies underwriters against losses arising from material misstatements or omissions; blue sky counsel fees capped at $7,500; governed by New York law
• Base Indenture — ServiceNow, Inc. and U.S. Bank Trust Company, National Association as trustee; dated May 15, 2026; provides for issuance from time to time of senior debt securities in one or more series in unlimited aggregate principal amount; governed by New York law
• First Supplemental Indenture — ServiceNow, Inc. and U.S. Bank Trust Company, National Association as trustee; dated May 15, 2026; establishes terms of five series of Notes: $750,000,000 4.250% Notes due May 15, 2028; $600,000,000 4.700% Notes due August 15, 2031; $650,000,000 5.050% Notes due May 15, 2033; $1,250,000,000 5.400% Notes due May 15, 2036; $750,000,000 6.300% Notes due May 15, 2056; Notes are senior unsecured obligations ranking equally with all existing and future senior unsecured indebtedness; Notes not convertible; no sinking fund; minimum denomination $2,000 or integral multiples of $1,000 in excess thereof; governed by New York law

• Final Prospectus filing — Final Prospectus and any supplement must be filed in manner and within time period required by Rule 424(b); final term sheet filed pursuant to Rule 433(d) within applicable time period; no stop order suspending Registration Statement effectiveness may have been issued
• Company counsel opinion — Skadden, Arps, Slate, Meagher & Flom LLP must furnish opinion and negative assurance letter to Representatives dated the Closing Date
• Underwriters' counsel opinion — Davis Polk & Wardwell LLP must furnish opinion or opinions and negative assurance letter to Representatives dated the Closing Date
• CFO certificate — Company must furnish certificate signed by chief financial officer dated Closing Date confirming representations and warranties are true and correct, no stop order has been issued, and no material adverse change has occurred since the date of the most recent financial statements included in the Disclosure Package and Final Prospectus
• Comfort letters — PricewaterhouseCoopers LLP must furnish comfort letters at Execution Time and at Closing Date in form and substance satisfactory to Representatives; Closing Date letter must use a cut-off date not earlier than the Underwriting Agreement date
• Principal financial officer certificate — Certificate of principal financial officer at Execution Time and Closing Date containing statements with respect to certain information in the Disclosure Package and Final Prospectus
• No material adverse change — No change or decrease specified in comfort letters and no development involving a prospective change in condition, earnings, business or properties that is, in sole judgment of Representatives, material and adverse
• No rating downgrade — No decrease in rating of Company's debt securities by any nationally recognized statistical rating organization and no notice of any intended or potential decrease in any such rating or of a possible change in any rating that does not indicate the direction of the possible change
• DTC eligibility — Company must have taken all action required for the Notes to be eligible for clearance and settlement through DTC
• Underwriter default threshold — If defaulting underwriters' aggregate principal amount exceeds 10% of total Securities set forth in Schedule II, remaining underwriters have right but not obligation to purchase all Securities; if they do not, Agreement terminates without liability to non-defaulting underwriters or Company; Closing Date may be postponed up to five Business Days to effect required changes

• $750,000,000 aggregate principal amount of 4.250% Notes due 2028
• $600,000,000 aggregate principal amount of 4.700% Notes due 2031
• $650,000,000 aggregate principal amount of 5.050% Notes due 2033
• $1,250,000,000 aggregate principal amount of 5.400% Notes due 2036
• $750,000,000 aggregate principal amount of 6.300% Notes due 2056
• Notes issued under an Indenture dated May 15, 2026 between ServiceNow and U.S. Bank Trust Company, National Association, as trustee; Underwriting Agreement dated May 12, 2026 with Barclays Capital Inc., Citigroup Global Markets Inc., J.P. Morgan Securities LLC, and Wells Fargo Securities, LLC as representatives

• Aggregate principal amount — $4,000,000,000 total across five series: $750,000,000 (4.250% Notes due 2028), $600,000,000 (4.700% Notes due 2031), $650,000,000 (5.050% Notes due 2033), $1,250,000,000 (5.400% Notes due 2036), $750,000,000 (6.300% Notes due 2056)
• Purchase prices (underwriters) — 2028 Notes at 99.488% of principal; 2031 Notes at 99.095%; 2033 Notes at 98.775%; 2036 Notes at 98.640%; 2056 Notes at 98.009%; each plus accrued interest, if any, from May 15, 2026
• Interest rates and payment schedules — 2028 Notes: 4.250% per year, semi-annually May 15 and November 15, beginning November 15, 2026; 2031 Notes: 4.700% per year, semi-annually February 15 and August 15, beginning February 15, 2027; 2033 Notes: 5.050% per year, semi-annually May 15 and November 15, beginning November 15, 2026; 2036 Notes: 5.400% per year, semi-annually May 15 and November 15, beginning November 15, 2026; 2056 Notes: 6.300% per year, semi-annually May 15 and November 15, beginning November 15, 2026; interest calculated on 360-day year of twelve 30-day months
• Optional redemption (make-whole) — Prior to applicable Par Call Date (or any time for 2028 Notes), redemption price is greater of (i) present value of remaining scheduled payments discounted at Treasury Rate plus 10 basis points (2028 Notes), plus 15 basis points (2031 and 2033 Notes), plus 20 basis points (2036 Notes), plus 25 basis points (2056 Notes), less accrued interest, or (ii) 100% of principal, plus accrued and unpaid interest to but not including redemption date
• Par Call Dates and post-par-call redemption — 2031 Notes: July 15, 2031; 2033 Notes: March 15, 2033; 2036 Notes: February 15, 2036; 2056 Notes: November 15, 2055; 2028 Notes: no Par Call Date; on or after applicable Par Call Date, redemption at 100% of principal plus accrued and unpaid interest
• Change of Control repurchase — Upon a Change of Control Repurchase Event, holders may require repurchase at 101% of aggregate principal amount plus accrued and unpaid interest; Change of Control Payment Date no earlier than 30 days and no later than 60 days from notice; if 95% or more of a series is tendered and repurchased, Company may redeem remaining Notes at 101% of principal plus accrued interest
• Limitation on Liens / Sale and Leaseback — Unsecured Liens plus Attributable Debt from Sale and Leaseback Transactions on Principal Property may not exceed 15% of Consolidated Net Tangible Assets
• Underwriter expense reimbursement — If the offering is not consummated due to conditions not satisfied or Company default, Company will reimburse underwriters for all expenses including reasonable counsel fees